The Storyteller and the Spectre
by Hexamus
Summary: Twilight has a problem as she finds herself torn between her life in Ponyville and her old life in Canterlot. But as she dwells on these thoughts, a subtle threat emerges from the Everfree Forest.
1. Chapter 1: Where to call home

Chapter 1

Where to call home

Warm sun, cool breeze, green trees, and plenty of flowers marked the end of winter. It had been a busy few days as Winter Wrap Up came to a close and each pony in Ponyville took time to rest up before resuming his or her usual activities. The mayor looked over the town from the tower set at the center of the town square, breathing in the cool spring air in satisfaction.

"How lovely. Once again, we have made it to spring without a hitch thanks to you, Twilight" she told the dark purple unicorn who stood next to her.

Twilight was always proud to be complimented but tried to be modest as she looked out the balcony with the mayor, seeing as far as Sweet Apple Acers.

"It was nothing. Everypony did a great job" Twilight said with a smile and watched the town again. "It's such a beautiful day. Everypony looks happy."

"I'd hope so. It was no small task cleaning up this year. Quite a bit of snowstorms this year… makes me wonder what exactly they were doing up there in Cloudsdale".

"Everything has its reasons I guess" Twilight laughed but the thought of the harsh winter that had recently passed did linger in her head. Never had they experienced so many blizzards in one year.

Luckily the extra snow had served as a great excuse to spend time studying and drinking hot cocoa with her friends at the many winter parties Pinkie Pie had thrown.

Twilight left the town center and started on her way home. Walking slowly, she made sure to take in the beauty of the simple town she lived in. It had been almost two years since her arrival to Ponyville and the events with Nightmare Moon. It seemed like only yesterday that studies were her only concern and now she had made more friends then she could count. Everypony she passed in the calm grassy paths made sure to grant a friendly gesture. Yet something seemed to fill her with sadness and even with all her friends, a feeling of loneliness came over her. She could remember feeling the same way before the most recent Winter Wrap Up had started and it was obvious that something was bothering her, something she just couldn't figure out and had briefly forgotten when her winters-end duties had come along. She dwelled on the subject for a short while before a familiar pink pony that ran up to Twilight and with glee interrupted her thoughts

"Twilight! Oh! Oh! Twilight! I finally found you!" Pinkie Pie said in excitement. "I'm throwing a party to celebrate the end of winter! We did such a great job I thought all of Ponyville deserved it. You have to come too!"

Twilight smiled. "Sure! Sounds like fun" she said with excitement. "Lead the way, Pinkie".

"Aye, aye!" Pinkie giggled and began to bounce toward Sugercube Corner. Twilight felt relieved, putting those bad thoughts aside for now.

XXXXXXXX

Down at Sugercube Corner, almost every pony in Ponyville had shown up to take part in a day of sugary treats and fun games. Already she had spotted Rarity who was looking around the room, trying to avoid any mess within the crowd. She approached Twilight with look of exhaustion.

"Twilight! You came. Thank goodness! These ponies are just acting like wild animals today…" Rarity looked around in a paranoid manner. "Cake everywhere… With cake comes frosting… With frosting come big messes!"

"Well this is a party, Rarity…" Twilight said. "Just try to enjoy it. I'm sure Pinkie put a lot of work into it. She always does."

"Well… Alright… I suppose" Rarity mumbled, turning back to the wild streamers and cupcake throwing. "Be brave, Rarity! You are a brave pony! You are a brave pony!" she repeated to herself over and over as she went into the crowd again.

"What a lightweight…" Rainbow Dash said, hovering above Twilight. "Bout' time you make it, egghead! Thought you'd miss all the fun. This party's for you too, ya know."

"Hey, Rainbow Dash!" Twilight smiled up at her flying friend. "Where's Applejack and Fluttershy?"

"Fluttershy's helping Applejack bring some of her pies over so you better save some room for' em or you'll be in trouble". Rainbow Dash landed near Twilight as Pinkie Pie bounced over to the two.

"Why are you guys standing at the doorway? The party's over there!" she said. "Come on, Twilight! You're first on pin the tail on the pony!" Pinkie grabbed Twilight's hoof, swinging her over toward the crowd. Rainbow Dash laughed, joining her friends.

Twilight joined the party wholeheartedly, playing games and eating the night away. She knew that a stomachache couldn't be avoided; especially as Applejack's pies were laid out before her, but it was punishment she would endure today. As Pinkie had said, it was a party and she did not hesitate to enjoy herself. It was a night to remember, a night she spent with her friends laughing and playing games. Yet something inside still felt wrong as the party went on. A hint of sadness caught Twilight as the evening came and the party ended.

XXXXXXXX

She sighed softly as she came up to her house, pushing the door open slowly and entering to find Spike organizing books while Owlowiscious napped near her desk and window. As she thought, her stomach was a mess.

"I'm home," she said, Spike already taking notice.

"Hey, Twilight! Welcome home!" he said, jumping off the ladder and running to greet her. "How did the meeting with the mayor go? And why are you home so late?"

"Just the same old compliments and comments. Just glad she's in high spirits". She plopped down on the couch, sighing softly.

"What's the matter, Twilight? Not feeling well?"

"Too much food…" she looked toward Spike. "Hey, weren't you invited to Pinkie Pie's party?"

"I sure was! But there was no way I was missing this chance to get some sleep. Winter Wrap Up was tough this year, wasn't it?"

"Yeah…" Twilight said sadly.

"Why the long face?" Spike asked.

"Well spring is here and everything. I had my mind stuck on getting ready for Winter Wrap Up but now… I don't know…"

Spike jumped onto the coffee table at the center of the living room and sat down on the edge facing Twilight. "This isn't like you at all. I remember the first Winter Wrap Up. You were so excited before and after".

"Well I messed a lot of things up that first year and the second year was a lot of fun" she giggled. "But that's just what I mean. I want that feeling back. Maybe… Maybe I've gotten to know Ponyville so much that. Maybe I'm just…"

"Bored?" Spike finished Twilight's sentence. "Well why don't you study? That always seems to cheer you up".

"Hmm there is that. I guess a bit of studying couldn't hurt. With all the preparations for spring I'm pretty far behind. Ready to help me out?"

"You know it!" Spike jumped up, running over to the bookshelf as Twilight took her place at her desk.

XXXXXXXX

A clear starry sky hung high above Rainbow Dash and Applejack as they walked side by side on the road to Sweet Apple Acres.

"Sure is a nice lookin' sky tonight" Applejack commented, clomping along the dirt road. With a smile she closed her eyes as a cool night breeze blew through her mane.

Rainbow Dash grinned as she looked to the sky. "Ha! I have to say, I did a pretty good job this year. Those thick clouds were no joke!"

"Well don't go takin all the credit when there were other Pegasus ponies doin' the same job" Applejack shot a look at Rainbow Dash who rolled her eyes as if she didn't care.

"Whatever. Everyone still got a chance to see how awesome I am!" exclaimed Rainbow Dash. Applejack simply ignored Rainbow Dash's boasting as they approached the farmhouse. Before the two ponies could reach the door, Applejack looked over to see Big Macintosh and Apple Bloom atop a nearby hill, looking up at the stars. Applejack smiled.

"Looks like some star gazin' tonight" she turned to Dash. "I'm gonna go join 'em. Wanna come?"

"Nah" Rainbow said. "I get a better view from my place. I'll see ya later, Applejack."

"Fly safely, partner!" Applejack said before Rainbow took to the sky, flying off into the distance.

Applejack walked over to the pair who kept their eyes to the sky until they heard the grass shuffle nearby.

"Heya, Applejack! Welcome home!" Apple Bloom said, jumping to her feet. Mac looked over and smiled.

"Welcome home, sis" he said in his usual deep tone. "Care to join us?"

"You betcha! With all them snow storms this year I reckon I ain't seen a star in the sky for ages!" she laid her hat to the ground before falling on her back, putting her hooves behind her head.

"What're ya'll doin up so late?" Applejack asked.

"Well we was just thinkin' and talkin' bout stuff" Mac nibbled on a small blade of hay. "I reckon we've done pretty good this year. Apples should be comin' in nicely in the comin' months. Sooner iffin we get some rain".

"You better believe it! This year's harvest's gonna be great."

Applejack closed her eyes and relaxed for a short while. But before she could get completely comfortable, a loud bark could be heard from the barn.

"Winona?" Apple Bloom stood up again. "I just let 'er out. Wonder what's got her all worked up tonight…"

"What'd ya mean?" Applejack asked.

"She's been barkin' ever since we got done cleanin' the snow. I let 'er out to play but she just circles the barn, barkin' to no end".

Applejack stood up as well, looking over to the barn where she could see Winona running wild. "I'm gonna check it out. Stay here with Big Mac".

"I think I should go wit ya, sis" Big Mac said, staring to raise himself up.

"Don't you worry about me. If somethin's wrong I'll holler. Just stay with Apple Bloom". And with that, she was off, racing toward the barn. As she approached, Winona growled at the door.

"What's wrong, Winona? Somethin' in the barn?" Applejack asked, moving near the door. She placed her hoof against the large wooden door, sliding it open slightly. "Anypony in there?" she shouted into the dark barn from the crack in the door. All she heard was a brief echo. She inched the door open a little more, enough so that she could fit.

"Stay here, girl. I'm gonna check it out."

Winona wined, trying to follow Applejack in as she crept into the barn. "I said stay! No followin' me!" she exclaimed before moving into the barn further.

"Hello?" she said. "Look I ain't in the mood for these games so if this is some kinda prank ya better knock it off!"

Still only the sound of her voice and Winona's wining could be heard. She looked around carefully, examining the large hay bales stacked in the barn.

Suddenly, a low fluttering sound could be heard. It started off softly at first, the sound of wings. Wings of a single bird.

"Well that would explain it. Just a bird caught". She moved into the barn more. "Keep on flappin'! I'll get ya free!" she hopped onto one of the hay bales to get up higher, but when she did the sound changed. Now she could hear two birds flapping away. "Man, ya'll must be rather unlucky to be getting caught like this". She said. The sound got louder, as if the two birds were now frantic and not after long, the sound of three or four other birds joined, flapping their wings louder as if in a panic.

"What the hay…?" she looked around the rafters atop the barn but could see no sign of anything moving. Still the sound only got louder, more and more birds being heard. Applejack's eyes widened, trying desperately to see them yet still, nothing but darkness. The sound now sped up, as if a flock was around her, a chilling wind blowing throughout the barn. Winona ran in, barking a loud, scared bark. Applejack yelled to Winona to get out but the sound of the beating wings was so loud she couldn't even hear her own voice. She tried to yell for Mac but still, only the deafening sound of birds could be heard.

Suddenly, she cried out as loud as she could… "MAC! WHERE ARE YOU!". And then, silence. Nothing could be heard but the sound of crickets and wind blowing through the nicks and holes of the barn roof. She breathed hard, listening to the silence around her… Wondering if she had gone crazy.

It wasn't long before Big Mac and Apple Bloom came charging in to find Applejack standing in a daze.

"Sis! What's goin' on? What happened?" Big Mac said, looking around. Everything seemed normal. All but Applejack who was standing completely still and Winona who was whining.

"Applejack?" Apple Bloom said softly. Finally Applejack turned to face them, her eyes quivering slightly.

"Where the hay were you, Mac? Didn't ya hear me callin'? Didn't ya hear the birds? Half a Ponyville musta heard it!"

Apple Bloom and Mac looked at each other with confusion. "We'd heard nothin', Applejack" Mac said. "We heard Winona bark few more times till she done gone into the barn but… After that, nothin'".

"It's true!" Apple Bloom said. "We was worried that you took so long but we figured it was okay in here since you didn't yell or nothin'"

Applejack's face grew pale. "T…That's impossible! It was… It was almost…" her vision blurred and the sound of Apple Bloom's voice began to deepen and slow down as she fell to the ground, blacking out.

XXXXXXXX

Owlowiscious swooped down, placing another book onto the desk where Twilight stood reading.

"Thanks" she said passively, as she had said a dozen times before tonight. Spike had already gone to bed, snuggled into his warm basket in the bedroom. Twilight's horn began to glow, opening up the new book and flipping through the pages. But as she began to read, a sudden sigh came wisping through her lips. She shook her head, trying to shake off the feeling of grief but to no avail. Finally she gave into it, placing her head on the desk in surrender. Thoughts of Canterlot began to flow through her mind like a stream. She remembered her beautiful room and the times she would spend with the princess. She was on a mission now and she knew that. Yet still her heart was longing to return to that gorgeous room with the giant hourglass and books at every corner. She wanted to resume her private lesions with the princess who she thought of as a mother. She now knew the power of friendship. Things would be different. She would make lots of new friends if she went back, she was sure of it. But that thought only made her think of the friends she had made here in Ponyville. Rarity and her willingness to give, Pinkie Pie's constant smiles, Applejack's honest opinions, Fluttershy and her kindness toward all things, and Rainbow Dash's unending loyalty made her realize that these were not ponies she liked, but loved like her very own family. She could feel her heart break and a teardrop fell onto the desk.

"What should I do, Owlowiscious?" she asked; only receiving a brief "hoot" in return. She picked her head up and looked around her desk, finding an inkwell and quill. Her horn began to glow and the quill lifted into the air, hovering over a piece of parchment that she laid on the desk.

_Dear Princess Celestia,_

_ My time spent here in Ponyville has been the greatest time of my life. Each day, spending time with my friends for the past two years since I came created memories for me that I could never forget. I love each and every one of them and in that they give me strength. But lately I have felt a great sorrow and only this moment I think I learned what that is. I'm homesick. I miss you greatly and wish we could spend time together as much as we did in the past. I want to read all my old books and even make new friends in Canterlot. Is it silly to want such things when friends who love you already surround you? Am I being selfish? My heart is torn between the friends I love and the place I used to call home. Will there still be a place for me there? Have you considered taking up another apprentice now that I'm so far away? So many questions… I eagerly await your thoughts on this. _

_Your ever-faithful student,_

_Twilight Sparkle_

She curled the parchment up, wrapping it in a green ribbon. She turned to Spike, about to ask him to send the letter, forgetting he was already asleep. He grumbled as Twilight's mouth hung open, caught between calling and silence. She finally just smiled. 'Right' she said to herself and went back to her studies.

XXXXXXXX

Everypony began to retreat to their homes and shops began to close up now that night had fallen. At the outskirts of town at the edge of the Everfree Forest, Fluttershy helped all her animal friends to bed. She smiled as the last of the bunnies jumped into the tiny rabbit hole, vanishing from sight.

"There… That should be all of them," she told herself. "Now it's time for me to get some sleep too." She turned her back and yawned deeply but suddenly stopped as a cold wind blew through her mane. She felt a chill run down her back. The wind felt more like the flapping of wings thumping against her and a soft voice filled her ears as gentle as the wind. She slowly turned to the forest, seeing a darkness that not even the moon pierced.

"H…Hello?" she said nervously, looking everywhere to find nothing. "Are there any birdies still awake?" Again she saw nothing and heard only silence. The crickets had stopped and an unsettling quiet came over the forest. Fluttershy began to back up slowly, quietly moving into the house and shutting the door. She shivered as she crouched near the window. "There's nothing to be afraid of, Fluttershy…" she said to herself softly. "It's just nighttime…"

Though faint, a sound could be heard from the forest. The sound of wings flapping by, filling the forest, yet as she finally worked up her courage and peeked out the window, looking toward the forest again, she saw the moon shine lovingly through the trees, illuminating the forest once again. As she looked on, she could no longer hear the wings that fluttered about, the darkness that was once there was gone and the crickets began to play their tune once more, yet still Fluttershy could feel a sense of dread and fear. She did not take her eyes off the forest.

XXXXXXXX

The sun peeked over the hills, shining through Twilight's window just enough to hit her eye as she slept. She slowly opened her eyes, wincing at the beam of light. It was a welcoming sight, nevertheless.

"Morning, Princess Celestia" Twilight whispered as she looked toward the sun again. "Thanks for waking me up."

She yawned and stretched her hooves before getting out of bed and exiting her room. Spike was surprisingly already awake, picking up the books used for Twilight's late night study while Owlowiscious perched nearby, sleeping.

"Morning, Spike. You're up early." Twilight walked over to the baby dragon that stopped in his tracks.

"Oh, hey, Twilight" Spike said, avoiding eye contact. His voice was low.

"Something wrong, Spike? Did you sleep well?"

"Yeah I slept fine. It's just that…" he stopped and sighed, putting the stack of books down and looked toward the ground sadly. He looked over to Twilight's study desk. Twilight turned her attention there as well, seeing that the parchment was rolled open.

"Oh, Spike…" Twilight sighed.

"I'm sorry, Twilight. I was about to send it but… I got curious and… Well… Now I wish I didn't read it." He walked over to Twilight. "Look, I'll be honest. I really don't want to leave Ponyville. I love it here with all our friends and… It was this town that changed you so much. For the better! Before you didn't care about anything but studying and now…"

"But all that changed, Spike!" she said, interrupting him. "I mean… I haven't decided anything yet but… I really miss spending time with Celestia and it would be easy to make new friends. And it's not like we couldn't visit Ponyville."

"But its not the same!" exclaimed Spike. "They'll always be our friends no matter where we are but we just won't see them as much. It could be weeks at a time!" Tears started to form in Spikes eyes. "I don't want to be far away from them."

"Spike…" Twilight shut her eyes, breathing in deeply. "I wish I could just shake these feelings but I can't. I'm sorry, Spike… If I do decide to go back… Maybe you could stay…"

"No!" Spike yelled. "I mean…" he took a moment, clearing his throat. "Twilight, we've been together since… Since I was born! As much as I love it here, I'm willing to give it up, if it meant staying with you. Don't tell me to stay behind! Give the word and I'll…" Spike paused. "Start packing…"

Twilight felt as if tears were going to burst from her eyes. 'Not only am I forsaking my new friends, but forcing my very best and loyal friend back with me' she thought to herself. 'Maybe I am selfish'.

Spike grabbed the letter, rewrapping it and in a poof of fire, sent it on its way to Celestia. Without another word, he was back to his duties.

XXXXXXXX

Opal laid on the ground, fussing with a fine blue ribbon spool, pawing at it with glee until it was suddenly pulled away, flying across the room to where Rarity stood.

"No… This won't do either…" She magically tossed the ribbon back to Opal who no longer cared to play with the spool, now focusing on some yarn that was nearby.

"At this rate I'll never find the right colors for this dress. Thankfully there is time for shopping Opal. Come along!"

Opal let out a soft cattish grumble and followed Rarity as she made her way downstairs and out the door. Rarity was only a few inches from the door when she heard a strange moaning coming from the side of the boutique. She stopped in her tracks, Opal hissing at the sound.

"W…Whose there?" Rarity asked, sounding nervous. Her question was only met with a softer moan. Rarity took a deep breath and turned the corner, seeing a light pink curl of hair rolled out from behind a garbage can. It made Rarity gasp at first but the more she looked at it, she quickly realized who or what it might be.

"Fluttershy?" she said, hoping to get her attention. Fluttershy slowly peeking out from the back of the garbage can, her eyes bloodshot red.

"Oh… Hello, Rarity. Sorry to intrude."

"Intrude? Darling! Please tell me you haven't been there all night!"

Fluttershy looked down shamefully, not saying another word. She was embarrassed to say the least.

"Don't fret, darling. Come inside and lets get you cleaned up you poor, poor dear. You must tell me how you ended up out here!"

Fluttershy nodded sadly, accepting her invitation. She followed Rarity back into the boutique

Fluttershy sat in Rarity's tub, soaking in the hot water as Rarity scrubbed the grassy grime from Fluttershy's soft pink hair. The shy little pony still didn't say much besides 'Thank you' and 'okay'.

"Now, tell me how you ended up here. Were you here all night?" Rarity asked, scrubbing harder.

Fluttershy simply nodded.

"Why ever would you spend the entire night behind the garbage can, darling? Did something happen to your cottage?"

It took a minute or two for Fluttershy to respond but finally she forced some words from her lips. "N…No…" she breathed out slowly. "The cottage is fine. It's the forest…"

"The forest?" Rarity asked. "You mean Everfree?"

"Last night… There was something wrong with the forest. I don't really know how to explain it. Not in any way that would make sense."

"Try your best, dearie." Rarity poured some shampoo over Fluttershy's hair, scrubbing it into a lather before letting it sit.

"It was like… The forest was moving… But not really moving at all…"

Rarity paused. "Sweetie, you aren't making much sense."

"I guess it doesn't make sense to me either…" Fluttershy's eyes began to quiver. "It wasn't only what I saw that scared me…" she looked toward Rarity. "It was how I felt. I've never felt so scared before. Rarity… It was as if the shadows came alive. And they were looking at me. Straight at me! And touching me! Talking to me! I heard a voice but nopony was there! I felt wings but all the birdies were already asleep!" Hey eyes widened horrified at her memories of what had happened last night.

"Fluttershy, calm down!" Rarity said. "Look, you're tired. Why don't you get out of the bath and have a nice rest right here. The boutique is nowhere near the forest." Rarity helped Fluttershy out of the tub, wrapping her hair and body in a towel.

"Thank you so much, Rarity. That's why I came here… I knew you would understand."

"You just rest up, darling. I'm going out for a little while." Rarity tucked Fluttershy in and turned toward the stairs.

"Where are you going?" Fluttershy asked.

"Well I was going to shop for more ribbons but that will have to wait. If anypony can help with this situation, it would be Twilight Sparkle. Maybe she can identify what you saw. Would you mind me telling?"

"Not at all. If I can be of any help…"

"No, no, no. You just rest for now. I'll be back as soon as possible."

"Fluttershy smiled sleepily. "Thank you, Rarity." And with that, she fell asleep almost instantly.


	2. Chapter 2: Shadows and Stories

Chapter 2

Shadows and Stories

Applejack's eyes slowly opened to a brightly lit room, sunlight pouring in through the window. Events of the night before were fuzzy. She remembered Pinkie Pie's party, walking home with Rainbow Dash and seeing Apple Bloom and Big Macintosh stargazing. After that it was all a blur, as if she had just fallen asleep out in the field.

"Hope Big Mac didn't have t' drag me way up to my room." she said to herself, getting out of bed. As she touched the wooden floor, she could hear a small fluttering noise at her window as a sparrow landed at the windowsill, causing her to jump in surprise. That was when it hit her, the memories of last night. The sound of loud fluttering of birds nowhere to be seen and the haunting feeling that overcame her as she stood in the barn, seemingly empty of anything but hay and herself. She backed up into her bed, almost scared of the little creature.

"I'm being mighty silly, gettin' all worked up over a tiny bird." She nervously laughed.

The door opened and Apple Bloom trotted in. "Big sis!" she yelled, running over to her. "How're ya feelin? You were out cold!"

"How long've I been out?" Applejack asked, trying to shake off her grogginess.

"Just for the night. It's still mornin'. Big Mac is doin' yer chores for you."

Applejack shook her head. "Oh no he ain't! I can work. Not like I'm hurting or nothing."

"Please stay in bed, sis." Apple Bloom said in a low voice.

"I told ya I'm alright! Now step aside and…" Applejack paused, looking to the wall where her door usually was only to find that it was missing, leaving only the wall in sight.

"I insist. You really should stay in bed, sis." Apple Bloom said, turning to Applejack.

Applejack drew back as Apple Bloom's facial features seemed to melt right off her face, her eyes sinking into her skin and her mouth melting together like hot candle wax.

"Just lay down and sleep, sis. Sleep." Apple Bloom said in a soft sweet voice. Applejack's eyes widened, backing up into the wall where her door used to be.

"Apple Bloom! Wh…what's wrong with you?"

Apple Bloom's head cocked slightly to the side. "What he cannot have he will destroy." She said, her mouth slowly reappearing on her featureless faces, smiling at her frightened sister.

Applejack cried out in alarm, noticing she was back in bed. She looked around franticly, looking for the apparition that been in the guise of her sister. It looked to be morning, the sun beaming through her window. It was much like her nightmare, but this time she didn't take any chances. She stayed in bed, covering herself with her sheets as sweat ran down her body.

XXXXX

The morning sky began to turn a bleak grey as storm clouds formed, darkening the skies. A storm was coming and fast. On the outskirts of Ponyville, a hooded pony made her way down the long roads, seeing the quiet town in the distance.

"I'll never make it before the storm hits." She said to herself, starting to run faster. A rumbling sound shook the skies and the clouds ever darkened. The pony broke into a gallop, feeling drops of rain begin to fall.

"I won't make it… I just won't make it…!"

She tried her best to keep her long brown cloak on; grabbing it with her mouth to make sure the knot in the middle didn't unravel. She clutched it with all her might, her teeth hurting from the pressure. Her breath sped up, shivering at the sound of thunder and the flash of lightning that now shot through the sky. She ran faster and faster, tears running down her cheeks.

"I have to go faster," she said to herself, breathing harder as she ran as fast as her legs could take her.

"I have to go faster!"

XXXXX

Pinkie Pie finally finished turning the lights on in Sugercube Corner which only minutes ago had gone dark from the storm. She sighed in relief as she stood in the well-lit parlor.

"Yikes! What a storm!" she said to Gummy who stood near her, looking at the colorful walls with interest. "It's a little scary with just us, huh, Gummy?" she asked the tiny alligator who didn't shift his attention. "I hope the Cake's made it to Manehatten in once piece…"

She went over to the window and watched the storm as Gummy began wandering the house. If she didn't know any better, Pinkie would have thought the entire town was abandoned. No pony wandered the streets and only lights from the other houses showed signs of life. Another flash of lightning could be heard before a loud crash of thunder shook the town. Wind blew hard, causing the trees around town to swish and sway. Pinkie decided to step away from the window.

"With a storm like this I doubt anyone would come visit but I'm so bored!" she put her hooves up on the front counter. "Why did we have to have a storm on the second day of spring anyway?" She pouted, crossing her hooves on the counter, yawning with boredom.

A knock came at the door, causing Pinkie to jump. The last thing she'd expect was a customer at a time like this but to Pinkie it was welcoming. She ran to the door, opening it to find a soak-cloaked pony on the other side.

"Welcome!" Pinkie Pie said, stepping aside. "I didn't expect to get a customer in this weather! How can I…"

Before she could finish her sentence, the hooded pony fell to Pinkies hooves, lying motionless.

"Oh my gosh!" Pinkie said. "H…Hang in there! I'll get a doctor!" she yelled. But before Pinkie could run out the door, the pony suddenly grabbed her by the tail with her teeth, stopping her.

"No…" she muffled before releasing her. "Don't go… I'm fine…" she stood up on her hooves and regained herself, shaking of the dizzy feeling she felt. "I needed to get out of the rain. Please let me stay for a while. I can pay you whatever you want if you just let me stay."

Pinkie shook her head. "No way, Jose! I wouldn't charge you a single bit! We should really get out of those wet clothes though! You'll catch a cold." Pinkie ran toward the stairs. "Make yourself comfy! I'll be right back with some warm blankets!"

The hooded pony nodded, sitting down and undoing the knock that held her cloak together, letting it fall from her back, revealing a pale skinned mare and two wings that huddled at her sides. Upon her flank, a book crossed with a quill pen stood as her cutie mark. She shivered from being soaked but felt warmth come over her. Thunder continued to crash and with each rumble from the skies the pony shivered in fear.

Pinkie Pie returned with a long wool blanket wrapped around her and dragged along by her jaw. "Here! Wrap yourself up nice and warm and toasty!" she said, laying the blanket down. The Pegasus wrapped herself up, feeling the warmth of the wool around her. She sighed with relief.

"Thank you so much. I was traveling and got caught in the rain." The soft voice pony said as she nuzzled the warm blanket.

"Oh it's not a problem! I knew you had to be a traveler because I know EVERYONE in Ponyville!"

"Ponyville? Is that the name of this town?"

"The one and only! Unless there's another Ponyville… Then it wouldn't be the one and only. But since this is the only Ponyville I've ever heard of it's the one and only Ponyville to me! My name is Pinkie Pie by the way! What's yours?"

"Yennia… Yennia Stars."

"It's super nice to meet you, Yennia!" Pinkie giggled. "What brings you to Ponyville?"

"Well…" Yennia sighed. "I wanted to get out of the storm and this was the closet town I could find

"But why not just fly up to Cloudsdale before the storm hit?" asked Pinkie. Yennia gasped silently and looked away, her eyes dimming. Pinkie's eyes tried to meet Yennia's, noticing that her face was a sudden frown.

"You must have known… I mean… Every pegasus…"

Yenna went silent, thinking up a quick lie.

"I… I injured my wing." She said, flexing her right wing and winching. "I guess I must have hit it in the woods."

"Oh no! Maybe we should get you to nurse Redheart. I mean she's really gentle and nice and you'll have nothing to be afraid of! She's right down the block, I'm sure she'll…"

"No!" Yennia shouted. "I… I mean… No thank you. It's not so bad. Hardly hurts at all I'm not moving it. I just need to stay off it for a while."

Pinkie Pie looked at the wing and didn't give it another thought.

"Oki Doki! That explains it." She said. "I'll fetch more towels. You're soaked to the mane!"

Yennia sighed in relief as the pink pony walked off.

XXXXX

"I must be out of my mind!" Rarity yelled as she ran through the rain, her hooves splashing over the wet grass. She turned around, running back to where she came from. "That's it! I'm going home!" she yelled to herself.

"Wait!" she turned, running back toward the library. "Have to be brave! I am doing this for Fluttershy!" She trotted as fast as she could toward the library, dreading the rain more with every step against the muddy ground. Upon reaching the library, she knocked on the door furiously. "For the love of Celestia! Let me in!" she cried. In moments, Spike came to the door and without even waiting to be invited in, she ran past him in panic.

"Uh… Hello, Rarity? Do come in?" Spike said, still staring outside, his eyes wide with surprise.

Rarity shivered from the cold rain dripping off of her. "T…T…Towel… P… Please?"

A purple towel flew over Rarity, wrapping around her as Twilight stepped closer to Rarity.

"Rarity? What in Equestria are you doing out there in the rain?" Twilight asked.

"I n…needed... T…To talk to you." Rarity said, still shivering. "F…Fluttershy stopped in to s…see me… Sometime last n…night… in fact."

"Oh? Was everything okay?" Twilight asked, another rumble of thunder being heard in the sky.

"Well…" Rarity cleared her voice, finally starting to warm up. "I don't think so. She seemed… Off. Something about a strange shadow in the Everfree Forest."

"No surprise there." Spike said. "That place is full of creepy shadows!"

"Did she say what she saw?" Twilight asked.

"She did not make much sense. Apparently she saw the forest… 'moving' as she put it. As if it came to life. Also a strange feeling that came over her. As if the forest was watching. Make any sense to you?"

"Sounds like a nightmare to me." Twilight's horn began to glow and a book flew from the shelf. "That or her mind was playing tricks on her."

"I don't know, Twilight…" Spike stated. "I mean… That forest is full of a lot of creepy stuff. What if she did see something?"

"She seemed really scared, Twilight. I have never seen her in such a state. She was hiding behind my garbage cans!" Rarity exclaimed. "Would you at least come talk to her? Maybe she could explain things better."

Twilight looked toward the window, seeing the rain still coming down hard enough to blur her window. "Well, I'm glad we live in a small town." She said. "If she's really that scared then we should be there for her, especially in this kind of weather."

Rarity nodded. "Thank you, Twilight." She too looked to the window to see the rain falling. "Um… You wouldn't happen to have an extra coat, would you?"

XXXXX

Back at the Boutique Fluttershy slept, tucked away in Rarity's bed. It didn't take her long to fall asleep after a long night of cowering behind trash cans and the rest was a welcome feeling. As another bolt of thunder crashed, she awoke with fright, almost unaware of her surroundings. She looked toward the window and saw the rain coming down hard.

"Oh no!" she jumped up out of bed, her body feeling exhausted from only the few minutes of sleep she had in her. "My animal friends… Their homes will be flooded!"

She looked around, seeing that no one was home yet. She didn't want to leave without thanking Rarity for her kindness, but this was a matter of emergency. Fluttershy rushed down stairs and out into the pouring rain. She took to the sky despite the heavy winds and rain that splashed against her face, almost blinding her. Her body was heavy and her eyes stung with loss of sleep and raindrops flooded her squinting eyes. It was hard to see, let alone fly. Still she pressed on, heading toward her cottage at the edge of the forest.

XXXXX

The rain finally began to calm as Applejack trotted downstairs to see Apple Bloom looking out the window. Hearing her hoof steps, Apple Bloom turned to face her sister.

"Applejack! You're awake!" she cried with joy. "You were sleeping for hours! After what happened last night, Big Mac and I thought…"

"I'm fine. Don't you worry." Applejack said, taken back for a moment when she saw her younger sister. She took a moment to examine Apple Bloom's. Everything seemed normal, all except a worried look.

"What's wrong? Do I got somethin' on my face?"

"Yes!" Applejack shouted. "You had best keep it that way, ya hear!" Applejack trotted near the window and looked outside, seeing the storm calming yet the farm was a disaster. Branches were all over the ground, leaving the once green trees bare. This spelled disaster for the Apple family. Growing everything again would be tough and at this rate Applebuck season would be delayed.

"I don't understand it…" she said. "We always get a warnin' before a storm, especially one this big. And its only the second day 'a winter!" Applejack stomped her hooves against the ground. "Dag-nabbed!" she yelled, causing Apple Blossom to draw back in fear.

"S…Sis… What's with you? You never lose yur cool like this." Apple Bloom backed away slowly. Applejack regained her senses and looked toward her frightened sister.

"Aww sis… I'm sorry." Applejack walked over and wrapped her hooves her sister. "Ya see… After last night I just don't feel my ol self. But don't you worry. I'd never hurt ya, sis, understand?"

"Understood!" Apple Bloom nuzzled in her sisters arms. They both sat by the window, watching the rain slowly coming to a stop, now only a light drizzle. Small rumbles of thunder could still be heard but the storm seemed to be passing.

"Where'd Big Mac go?" Applejack asked.

"Visitin' Ponyville." Applejack said. "He wanted to get a doctor for ya. Ya'll were out pretty bad." She said and sighed. "I was so worried about ya, sis… You were acting so weird yesterday and…"

"Now listen here, Bloom. I know thing been hard' round here with since Granny Smith passed on. But there ain't no way I'd lose myself yet! Big Mac's runnin' the farm now and it'll be hard to keep things goin but even with all that, you're still the most important person in my life. I ain't gonna lose my head as long as I gotta protect ya! And I'll always be there to protect you. Remember that, 'kay?"

Apple Bloom smiled and nodded. "Okay, sis."

Both sisters stayed silent as they looked out over the calming drizzle. In the distance, atop of hill where the apple trees didn't cover, a small headstone could be seen.

"I miss her…" Apple Bloom said softly.

Applejack sighed and closed her eyes. "Me too…"

XXXXXX

Fluttershy flew down toward her cottage, her wings no longer able to hold flight. She crashed onto her roof, rolling down the side and onto the muddy ground. She laid still for a moment or two, trying to regain her senses, her body shaking with pain and exhaustion but finally home to protect her little animal friends. She struggled to get back on her hooves but finally she did it, getting up on all fours. She looked to the chicken coop and made her way over to it. She peeked inside to see it was empty, her eyes widening.

"Oh no…" she said, her voice quivering. "Where did they go?"

She limped over to her cottage, opening the door to see that the place was a mess. Heavy scratches could be seen all around and the décor was thrashed, scattered about the house. She explored the cottage for clues, water dripping from her long, pink mane, creating a trail.

"Angel!" she cried out for her little bunny friend. "Angel, where are you?" She tried to run upstairs but fell halfway before she could reach the top. Her breathing became heavier. Her vision was slowly fading. Still, she put one hoof before the other, dragging herself upstairs. It was then she heard it… A sound in the distance. To her it sounded like screaming metal, faint but strong.

At the top of the stairs she saw at her window a single bird, a pure black raven that stood upon the windowsill. The window was shattered and the bird pecked at the shards, seemingly paying no mind to Fluttershy. She finally reached the top and looked upon the bird. When she did, it slowly turned it's head toward her, opening its beak slowly. From it came a low sound of twisting metal. Behind the strange bird, nothing could be seen. Only darkness existed past the foul raven. She wanted to scream but nothing came, her voice smothered by something unseen. Her body felt weaker then before, and for this moment, she tried to expel the feelings that she was going to die, anxiety overtaking her, drowning her.

The other windows shattered now as the darkness itself moved into the house. It wasn't like anything she had seen. It was as if shadow itself came to life, leaking through the window like water. It poured onto the floor and covered the walls like paint. The sound of wings could be heard all around but only the single raven could be seen and he wasn't flying. Only looking at Fluttershy idly as a statue would.

Fluttershy gathered as much strength as she could and pushed herself away from the steps, causing her to tumble down. It was risky, and could have possibly killed her but she saw no other means of escape. At the bottom of the stairs she pulled her tired body across the floor, the sound of metal and flapping wings now hurting her ears, causing her head to pound. It was unbearable. The door swung closed and from the small window on the door, she could see the shadows cover it. There was a pounding on the door as dozens of wings could be heard slapping against the window, causing it to crack, yet she still could not find any evidence of a bird besides the one she had seen upstairs.

"No…" She whispered. She turned back to the stairs to see the raven sitting atop the wooden railings. Fluttershy crawled away. "Please… Stop… Whatever you are… Stop!"

The raven simply looked down at her, its beak opening wide, that horrid sound once again deafening her.

Tears ran down Fluttershy's face. She tried to mutter one more attempt at mercy but no words came to her. She was trapped. And nothing she could do would save her now.

XXXXX

Rarity and Twilight came upstairs to find Opalescence resting on the sheets where Fluttershy had been sleeping. The bed sheets hung half way off the bed and Fluttershy was nowhere to be found.

"Fluttershy? Fluttershy!" Rarity yelled. "Where could she have gone?"

"Calm down. Maybe she just went home."

"In this weather? Being as tired as she was? What would possess her to do a thing like that?"

Twilight shrugged. "I don't know but the rain is calming down. Maybe we should check her cottage."

"Perhaps. I can't imagine she had the strength to make it there… If she did attempt such a feat we should make haste!"

Twilight agreed and the two ponies left the boutique, heading toward the Everfree Forest.

XXXXXX

The pair of ponies trotted toward the cottage, Twilight already sensing something was amiss. She could see the shattered windows, the broken glass scattered all over the ground below.

"Fluttershy!" Twilight yelled. "Fluttershy, are you in there?"

Rarity began to trot faster, the worry of her friend growing steadily. Upon reaching the door, they noticed it had been torn right off its hinges and thrown somewhere onto the stairway.

"Up here!" a strong, deep voice said from upstairs. Both ponies looked at each other, recognizing the voice. Twilight's horn began to glow and picked up the mostly shattered door from the stairway to allow entry.

Big Macintosh stood next to Fluttershy's bed, holding down a struggling Fluttershy who thrashed around wildly.

"What's going on here?" Twilight asked. "What are you doing here, Mac?"

"I'll explain later… Twilight, can you calm her down? She won't stay put."

Fluttershy suddenly screamed at the to of her lungs, tossing and thrashing even more now. She hit Mac in the face, making him wince.

"Well, can ya?" he asked Twilight again.

Twilight was in shock, fear of her friend in such distress filling her mind. She shook her head and thought up a spell quickly. Her horn began to glow and with a soft aura around Fluttershy, a soft tune began to play.

"Cover your ears." She told Mac and Rarity. They did as she asked, plopping their hooves against their ears and closing their eyes. The soft tune rang in Fluttershy's ears and her screaming slowly quieted, soon putting her to sleep. Twilight sighed with relief.

"That should put her out for a little while…" She said, looking at Mac and Rarity who were still covering their ears. "I said… 'That should put her out for a little while!'" Both ponies opened their eyes and place their hooves on the ground, seeing that Fluttershy was now asleep.

"Well now that we have our hooves out of our ears, mind telling me what happened here?"

"The place is an absolute mess! And Fluttershy…" Rarity walked over to her friends bedside. "Poor Fluttershy…"

Mac sighed. "I wish I could tell ya'll what went down' ere. 'fraid when I got here when she done gone bonkers. What'ver got in' ere spooked the livin Luna outta her. I was on my way to see Nurse Redheart when I saw' er flyin off in this storm. I knew no one in their right mind would fly at a time like this so I followed her t' see if see was alright."

"The shadows from the forest…" Rarity said softly. "She did see something… Oh Fluttershy…"

"We need to get her to town." Twilight said. "Nurse Redheart can look after her for a while. It looks like I'll need to do a lot of research…"

Twilight tried not to show her sadness, a sadness that was not only for her friend but for the fact that her plans of going back to Canterlot were now delayed. She felt guilty and selfish for thinking of such a thing in Fluttershy's time of need.

Rarity helped Fluttershy onto Mac's back, keeping her steady for the trip.

"I think that will do." She said. "But do be careful! No telling what she might do if she wakes up!"

"Sure thing." He said, carrying her off downstairs. The two ponies followed his lead.

XXXXXX

It was a clear night as Luna's moon held high in the sky. Almost all of Ponyville was headed to bed, but in Sugercube Corner, laughter could be heard.

"Mmmm! Dissh ish good!" Yennia said as she chewed a piece of sticky taffy.

Pinkie Pie shook with laughter. "S'you shound funny!" she said with taffy in her mouth as well.

Both ponies couldn't stop laughing as they heard each other talk with a mouth full of taffy. Finally Yennia was able to swallow her piece before Pinkie.

"That was so yummy! I haven't had taffy this good since… Well… Ever!"

Pinkie swallowed her taffy and licked her lips. "We make the best taffy ever! The Cakes have their own secret recipe. I'm not allowed to tell."

"A secret's a secret." Yennia smiled. "I have secrets of my own. You've been so nice to me I want to share some with you."

Pinkie sat down as Yennia reached into her bad of things, pulling out a book. "I write lots of books, mostly about the places I visit. Want to hear one?"

"I sure do!" Pinkie said excitably. "I love stories! Oh! Do you have any exciting adventure stories about pirates and sea monsters?"

Yennia gulped. "W…Well, considering I've never actually been on a boat OR seen a pirate, I can't say I have anything like that. But I do have one about a monster! Why don't you get more taffy and I'll tell you!"

"Oki Doki Loki!" Pinkie said, stuffing another rainbow taffy into her mouth.

Yennia put her head into the back and pulled out a book with her teeth, opening it slowly. She cleared her throat and began to read…

"_Once upon a time, there was a gentle serpent who made friends with the citizens of Cloudsdale. His name was Gezza, the seventh sky. Like the Pegasus of Cloudsdale, he could manipulate weather and so he helped around the world , clearing the skies or bringing rain to where it was needed."_

Yennia stomped the book suddenly and dust rose from the pages, creating small clouds that hovered over the book. More dust formed, created a long snake-like creature that swam around the clouds.

"Mmmmm!" Pinkie said, amazed at the sight.

"_But one day, Gezza met an evil pony who only wanted to manipulate the weather for himself. This pony held a dark secret. She cursed Gezza, turning him into a furious monster."_

She stomped the book again and the dust turned red, small bits of black lightning striking the pages. Pinkie was taken aback for a moment as the little gentle serpent became a large red dragon.

"_Gezza no longer held any control over himself, and so, with a sad heart, he unwillingly began to destroy Equestria, ravaging it with massive storms and creatures made of stone and lightning. It was as if he turned Equestria against itself."_

"_But then a bearer of light came…"_

With another stomp, a bright light shined forth, like a shooting star heading toward the dragon.

"_This light knew this serpent well and with a heavy heart, fought and defeated the serpent, sealing it away until he could overcome the curse within himself."_

She closed the book and yawned sleepily.

"That's it? What happened to the dragon? Did it overcome that nasty old curse? What about that meanie pony?"

"Well it isn't finished yet…"

"Awwww…" Pinkie pouted. "It was a great story! You have to finish it!"

"Maybe one day…" Yennia yawned again.

"Tired? It's pretty late. Not a single customer all day! That's rare! Hey, why don't you stay the night? It's dangerous going into the forest at night. You can have my bed!"

Yennia shook her head. "Oh, no, no! Please I couldn't impose."

"It's fine! The Cakes won't be home until next week. No way Pinkie's sending you out into the cold night!"

Yennia couldn't help but smile. She felt bad imposing on her new friend…

"Alright. I'll stay. Thank you very much, Pinkie."

"No problem. What are friends for? Come on! I'll show you my room!" Pinkie said as she hopped on up the stairs. Yennia grabbed her bag and pulled it into Pinkies room, putting it aside her bed."

"This bed won't fit us both… Please, allow me to sleep on the floor. I couldn't possibly take your bed from you."

"Oh that's alright. I'll sleep in the Cakes room. Be free to any sweets in the house! Outside of the store pantry of course."

"No thank you…" Yennia giggled. "I think I had enough sweets for today."

"Oki Doki Loki! Sleep tight. Don't let the bedbugs bite!" Pinkie said, leaving the room and closing the door behind her. Yennia nuzzled into bed, getting cozy and warm under the sheets.

She laid there for a few minutes, making sure Pinkie didn't come back in. After a few more minutes passed, she turned to her bag and reached in, pulling out a large tome. The frame and cover was made of a strong, strange metal. There was no title or words on the front, only a hoof print carved deep in the heavy cover. She placed one of her hooves within the imprint and the world around her seemed to peel away into light, reality fading from sight.

Soon she found herself waking up at the center of a snow-covered forest. She shook the snow off her mane and looked to the sky to see small flakes falling over the forest. She was just a tiny filly and her wings were gone as well as her cutie mark. She laughed and pranced around the snow a bit. Down a long snowy path, the light of a setting sun could be seen in the distance. Yennia laughed childishly and began to run toward the light. As she did, the snow peeled from the trees, fading from every tree as she passed with a gust of wind. When she reached the edge of the forest she stopped, letting the snow blow past her and when it did, every flake turned into a different color bird, flying off into the distance where the sun stood still, never rising, never setting.

Atop a tall hill, a beautiful mare sat down, looking at the birds fly off. Three moons, all with different colors could be seen high over the mare, shining light down upon the flowers and grass that surrounded the hill.

"Mama!" Yennia yelled as she ran toward the mare. She ran into the embrace of the beautiful white mane mare who returned her affection .

"My darling Yennia." The mare said in a gentle voice. "You seem excited. What has happened today? Where did you go?"

"I made a friend, Mama! Can you believe it? A friend just for me! I can't wait to tell you all about her."

"And I can't wait to hear, my sweet little filly."


End file.
